.
.
.
EXHIBIT 8.1
PORTER & HEDGES, L.L.P.
ATTORNEYS AND COUNSELORS AT LAW
700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77002-2764
------------------------------- MAILING ADDRESS:
TELECOPIER (713) 228-1331 P.O. BOX 4744
TELEPHONE (713) 226-0600 HOUSTON, TX 77210-4744
</Table>
September 1, 2004
Grey Wolf, Inc.
10170 Richmond Avenue, Suite 600
Houston, Texas 77042
Re: Registration Statement on Form S-3 pertaining to $125,000,000
aggregate principal amount of Floating Rate Contingent
Convertible Senior Notes Due 2024
Ladies and Gentlemen:
We have acted as special federal income tax counsel for Grey Wolf,
Inc., a Texas corporation ("Grey Wolf"), in connection with the registration of
$125,000,000 of its Floating Rate Contingent Convertible Senior Notes Due 2024
(the "Notes") and the 19,201,225 shares of its common stock, par value $.10 per
share, issuable upon conversion of the Notes pursuant to a registration
statement on Form S-3 filed on June 25, 2004 and as amended through today (the
"Registration Statement") by Grey Wolf with the Securities and Exchange
Commission. In connection therewith, we have participated in the preparation of,
and have reviewed, the prospectus (the "Prospectus") included in the
Registration Statement.
We have examined and relied upon the (i) Prospectus, (ii) Registration
Statement, (iii) form of Notes, (iv) the Registration Rights Agreement dated as
of March 31, 2004 among Grey Wolf, the Guarantors named therein, Deutsche Bank
Securities, Inc. ("Deutsche Bank") and Credit Suisse First Boston, LLC, (v) in
each case as filed with the Registration Statement, each of the Indenture dated
as of March 31, 2004 (the "Indenture"), among Grey Wolf, the guarantors and
JPMorgan Chase Bank, as trustee, the form of the Notes issued under the
Indenture, and (vi) the Purchase Agreement dated as of March 25, 2004 among Grey
Wolf, the Guarantors named therein, Deutsche Bank and Credit Suisse First
Boston, LLC (collectively, the "Operative Documents").
We have reviewed such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. We have assumed that all
signatures are genuine, that all documents submitted to us as originals are
authentic and that all copies of documents submitted to us conform to the
originals.
Based on our review of the foregoing, in our opinion, under the law in
effect on the date hereof, the statements in the Prospectus under the caption
"Material U.S. Federal Income Tax Consequences," insofar as such statements
constitute summaries of the laws, regulations or legal
Grey Wolf, Inc.
September 1, 2004
Page 2
matters referred to therein, are, subject to the qualifications stated therein,
accurate in all material respects and fairly summarize the matters referred to
therein.
The foregoing opinion is based on the Internal Revenue Code of 1986, as
amended, Treasury Regulations promulgated thereunder, Internal Revenue Service
rulings and pronouncements, and judicial decisions now in effect, any of which
may be changed at any time with retroactive effect.
This opinion letter is limited to the matters set forth herein, and no
opinions are intended to be implied or may be inferred beyond those expressly
stated herein. Our opinion is rendered as of the date hereof and we assume no
obligation to update or supplement this opinion or any matter related to this
opinion to reflect any change of fact, circumstances, or law after the date
hereof. Furthermore, our opinion is not binding on the Internal Revenue Service
or a court. Further, we express no opinion as to the laws of any jurisdiction
other than the law of the United States of America. In addition, we must note
that our opinion represents merely our best legal judgment on the matters
presented and that others may disagree with our conclusion. There can be no
assurance that the Internal Revenue Service will not take a contrary position or
that a court would agree with our opinion if litigated.
We are members of the bar of the State of Texas. We do not express any
opinion on any matters other than the United States federal income tax law
matters specifically referred to herein.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the references to this firm under the caption
"Legal Matters." In giving such consent, we do not thereby admit that we
are in the category of persons who consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Porter & Hedges, L.L.P.
Porter & Hedges, L.L.P.